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Indemnity rebuttal: Difference between revisions
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Amwelladmin (talk | contribs) (Created page with "===Indemnity for all costs and expenses=== You have asked us to indemnify you for all your costs, expenses and losses incurred in your performance of the contract. This is too...") |
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Only costs of this nature are suitable for an indemnity. So yes, we do insist on calling these “extraordinary expenses”, or “costs not arising in the ordinary course of business” | Only costs of this nature are suitable for an indemnity. So yes, we do insist on calling these “extraordinary expenses”, or “costs not arising in the ordinary course of business” | ||
===Indemnity for breach of contract=== | ===Indemnity for breach of contract=== | ||
*The appropriate remedy for a [[breach of contract]] is an action ''in'' [[contract]] for [[damages]] resulting from that breach. | |||
:*such an action would be bounded by requirements to prove [[breach]], [[loss]], [[causation]], and [[foreseeability]]/[[proximity]] of [[damages|damage]]. | |||
:*[[Foreseeability]] and [[causation]] in particular play an important role in limiting indeterminate liabilities. | |||
*An [[Indemnity]] is contractual agreement to pay a sum of money in pre-defined circumstances. It does not require breach of a contract. Thus, considerations of breach, loss, quantum, causation, and proximity do not apply. An [[indemnity]] may give rise to [[Indeterminate liability|indeterminate]] and potentially unlimited liabilities. Hence indemnities should be tightly constrained. | |||
*There is no good reason to suppose that the ordinary law of [[contract]] is inadequate to properly compensate you for our failure to perform our contract. | |||
*On the other hand, there are good grounds to fear that an indemnity for breaches of contract may significantly aggravate our risk in entering the contract. | |||